EXHIBIT 10.14.3
SECOND AMENDMENT TO LEASE AGREEMENT
THIS SECOND AMENDMENT TO LEASE AGREEMENT (this "Second Amendment") is
made and entered into this 7th day of June, 2000 by and between Xxxxxxx XXXXX
Venture, L.L.C. ("Landlord") and Lodgian, Inc. ("Tenant").
WITNESSETH:
WHEREAS, CSB-Georgia Limited Partnership (predecessor-in-interest to
Landlord) and Impac Hotel Group, L.L.C. ("Impac"; Impac being
predecessor-in-interest to Tenant) have entered into that certain Lease
Agreement (the "Original Lease") dated April 7, 1997, the purpose of which was
to lease and rent approximately 21,817 square feet of net rentable area on
floor 7 of the building known as Two Live Oak Center (the "Building");
WHEREAS, Landlord and Impac have entered into that certain First
Amendment to Lease Agreement dated May 8, 1998 (the "First Amendment"; the
Original Lease and the First Amendment being referred to collectively as the
"Lease"), the purpose of which was to increase the size of the premises to
approximately 29,414 square feet of net rentable area (said space being
referred to herein as the "Initial Premises"); and
WHEREAS, Landlord and Tenant desire to amend the Lease in order to
increase the size of the premises leased thereunder, and for the purposes set
forth herein.
NOW THEREFORE, for and in consideration of the premises, the mutual
covenants contained herein, Ten Dollars ($10.00) in hand paid and other good
and valuable consideration, the receipt, adequacy and sufficiency of which are
hereby acknowledged by Landlord and Tenant, Landlord and Tenant do hereby
covenant and agree as follows:
1. Addition to Leased Premises.
(a) The "Leased Premises", as that term is defined in
the Lease, shall include, from and after June 11, 2000, an additional
approximately 4,910 square feet of net rentable area on floor 3 of the Building
as generally depicted on Exhibit "A" attached hereto and incorporated herein
(the "Expansion Space"), such that the Leased Premises shall contain
approximately 34,324 square feet of net rentable area.
(b) The Net Rental due with respect to the Expansion
Space shall be as follows:
(i) Throughout the period beginning June 11,
2000 and ending April 30, 2001 (said period being the first "Expansion
Space Lease Year"), Tenant hereby agrees to pay a net annual rental
equal to Sixteen and 60/100 Dollars ($16.60) per square
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foot of net rentable area of the Expansion Space (the "Expansion Space
Net Rental Rate") in accordance with the terms hereof. As used herein,
"Net Rental" for the Expansion Space shall mean an annual amount equal
to the product of the yearly Expansion Space Net Rental Rate times the
number of square feet of net rentable area of the Expansion Space, as
such Expansion Net Rental Rate may be adjusted from Lease Year to
Lease Year pursuant to the terms of this Second Amendment.
(ii) On the first day of each Subsequent Year
(defined below), the Expansion Space Net Rental Rate shall be
increased to an amount equal to the Expansion Space Net Rental Rate
for the first Expansion Space Lease Year ($16.60) as set forth in
Paragraph 1(b)(i) above, plus an amount equal to the product of ten
(10) times the percentage increase in the Consumer Price Index for the
Comparison Month (defined below) as compared to the Consumer Price
Index for the Base Month (defined below), multiplied by the Expansion
Space Net Rental Rate for the first Lease Year ($16.60); provided,
however, in no event shall the Expansion Space Net Rental Rate for the
Subsequent Year be less than the Expansion Space Net Rental Rate
applicable to the Price Year (defined below) and in no event shall the
Expansion Space Net Rental Rate for the Subsequent Year be greater
than the amounts for the Expansion Space Lease Years shown:
Expansion Space Maximum Net
Lease Year Rental Rate
Second Expansion Space Lease Year $17.19
Third Expansion Space Lease Year $17.79
Fourth Expansion Space Lease Year $18.41
(iii) As used in this Paragraph 1, the term
"Expansion Space Lease Year" shall mean each twelve month period
commencing on May 1 and expiring the following April 30 (except that
(A) the first Expansion Space Lease Year shall begin June 11, 2000 and
expire April 30, 2001, and (B) the final Expansion Space Lease Year
shall begin May 1, 2003 and expire June 30, 2003). The term
"Subsequent Year" shall mean each Expansion Space Lease Year of the
lease term following the first Expansion Space Lease Year. The term
"Prior Year" shall mean the Expansion Space Lease Year prior to each
Subsequent Year. The term "Base Month" shall mean March, 2000. The
term "Comparison Month" shall mean the calendar month which is two (2)
months prior to the first full month of each Subsequent Year in
question. The term "Consumer Price Index" shall mean the Consumer
Price Index for all Urban Consumers (U.S. City Average; Base
1982-84=100), published by the Bureau of Labor Statistics of the
United States Department of Labor. If the Consumer Price Index is
changed so that it affects the calculations achieved hereunder, the
Consumer Price Index shall be redefined in accordance with a
conversion factor published by the United States Department of Labor,
Bureau of Labor Statistics. If the Consumer Price Index is
discontinued or revised during the Term of the Lease, such other
government index or computation with which it is replaced shall be
used in order to obtain substantially the same result as would have
been
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obtained if the Consumer Price Index had not been discontinued or
revised. If the Consumer Price Index is discontinued and no government
index or computation replaces same, Landlord and Tenant shall in good
faith agree upon a suitable substitute.
(c) The Additional Rental due and payable with respect
to the Expansion Space shall be, on a per rentable square foot basis, the same
as the Additional Rental due with respect to the Initial Premises.
(d) Tenant shall accept the Expansion Space in its "AS
IS" condition, and Landlord shall have no obligation to improve, or to provide
any allowance for the improvement of, the Expansion Space.
2. Additional Electrical Equipment. At the request, and at the
expense, of the previous occupant of the Expansion Space, Landlord installed
one (1) additional high voltage panel and one additional low voltage panel with
associated transformers in the base building electrical closet on floor 3 of
the Building (the "Additional Electrical Equipment"), and a meter to measure
the electricity used through the Additional Electrical Equipment. Tenant shall
have the right to use the Additional Electrical Equipment, and shall pay on
demand the actual metered cost of electricity consumed through the Additional
Electrical Equipment, plus any actual accounting expenses incurred by Landlord
in connection with the metering thereof.
3. Brokerage Disclosure. Tenant warrants and represents to
Landlord that there are no broker's fees, real estate commissions, or similar
fees due to any broker, agent or other party in connection with the negotiation
or execution of this Second Amendment on behalf of Tenant other than Xxxxxxx
Xxxxxx & Co. ("Broker"). Notwithstanding anything to the contrary contained in
the Lease or any other agreement between Landlord and Broker, by its execution
of this Second Amendment Broker hereby waives any commission or other fees
otherwise due or payable in connection with Tenant leasing or occupying the
Expansion Space. Tenant hereby agrees to indemnify and hold Landlord harmless
from and against any and all costs, expenses, liabilities, causes of action,
claims or suits by any other party, including Broker, for compensation,
commissions, fees or other sums claimed to be due or owing as a result of any
relationship with the Tenant in connection with the execution of this document
or in connection with Tenant's occupancy of the Expansion Space.
4. Capitalized Terms. Except as otherwise provided herein,
capitalized terms used herein shall have the meanings given them in the Lease.
5. No Other Modifications. Except as modified by this Second
Amendment, the Lease remains unmodified and of full force and effect.
6. Georgia Law. This Second Amendment shall be construed and
interpreted under and pursuant to the laws of the State of Georgia.
7. Binding Nature. This Second Amendment shall be binding upon
and inure to the benefit of Landlord, Tenant and their respective legal
representatives, transfers, successors and assigns.
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IN WITNESS WHEREOF, Landlord and Tenant have caused this Second
Amendment to be executed under seal and delivered as of the day and year first
above written.
LANDLORD
XXXXXXX XXXXX VENTURE, L.L.C., a Georgia
limited liability company
By: Cousins Properties Incorporated, a Georgia
corporation, Member
By: /s/ Xxxx X. XxXxx
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Name: Xxxx X. XxXxx
Title: Sr. Vice President
(CORPORATE SEAL)
By: LORET Holdings, L.L.L.P., a Georgia limited
liability limited partnership, Member
By: Peachtree Investors Limited Partnership, a
Pennsylvania limited partnership
By: /s/ Xxxxxxx X. Xxxxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxxxx,
general partner
[Signatures continued on Next Page]
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[Signatures continued from Previous Page]
TENANT
Lodgian, Inc.
By: /s/ Xxxxxx X. Xxxx
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Its: President
Attest: /s/ [ILLEGIBLE]
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Its: Secretary
(CORPORATE SEAL)
Acknowledged, agreed to and consented to this
____ day of June, 2000
BROKER
Xxxxxxx Xxxxxx & Co.
By: /s/ Xxxxxxx X. Xxxxxx
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Its:
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Attest:
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Its:
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(CORPORATE SEAL)
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EXHIBIT "A"
EXPANSION SPACE
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EXHIBIT "A"
[Architectural Design of Floor Space]
APPROXIMATELY
4,185 USABLE SQUARE FEET
Third Floor Plan
TWO LIVE OAK CENTER
ATLANTA, GEORGIA
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